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Agriculture Investment Group (MLEC) becomes Moolec’s 65% controlling shareholder

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Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Agriculture Investment Group Corp. became the controlling shareholder of Moolec Science SA, reporting beneficial ownership of 1,354,186 ordinary shares, or 65.1% of the company, after converting preference shares into ordinary shares under a prior subscription agreement.

The ownership percentage is based on 2,080,304 ordinary shares outstanding as of January 5, 2026. Agriculture Investment Group Corp. holds sole voting and dispositive power over its shares and states it may review and change its intentions toward Moolec Science over time.

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Insights

Agriculture Investment Group now controls about two‑thirds of Moolec’s equity and voting power.

Agriculture Investment Group Corp. (AIGC) now beneficially owns 65.1% of Moolec Science SA, or 1,354,186 ordinary shares. This follows conversion of $9,000,000 of preference shares into ordinary shares, making AIGC the clear controlling shareholder.

AIGC has sole voting and dispositive power over these shares, giving it decisive influence on shareholder votes and strategic decisions. The total share count used is 2,080,304 ordinary shares as of January 5, 2026, indicating a relatively concentrated ownership structure.

AIGC states it has no specific plans for actions such as mergers, asset sales, or further recapitalizations but may change its intentions. Future company disclosures may clarify how this control position shapes capital allocation, governance decisions, and Moolec’s strategic direction.

Shares beneficially owned 1,354,186 ordinary shares Beneficial ownership reported by Agriculture Investment Group Corp.
Ownership percentage 65.1% Percent of Moolec Science ordinary shares represented by AIGC’s holdings
Shares outstanding 2,080,304 ordinary shares Outstanding as of January 5, 2026, used to calculate AIGC’s percentage
Preference shares converted $9,000,000 Aggregate amount of preference shares converted into 1,354,186 ordinary shares
Nominal value per share US$0.10 per share Nominal value of each Moolec Science ordinary share
Date control obtained April 1, 2026 Date AIGC became controlling shareholder of Moolec Science
beneficially owned financial
"Aggregate amount beneficially owned by each reporting person 1,354,186.00"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
controlling shareholder financial
"the Reporting Person became the controlling shareholder of Moolec Science SA"
A controlling shareholder is a person or entity that holds enough voting power in a company—often a majority of votes or decisive influence through agreements—to determine its board, strategy and major decisions. For investors this matters because that control shapes corporate direction, risk and who benefits from deals; like a driver steering a car, a controlling shareholder can speed up or block changes, which can affect minority shareholders’ returns and the company’s value.
Subscription Agreement financial
"pursuant to the terms of that certain Subscription Agreement dated December 9, 2024"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
sole voting power financial
"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive power financial
"9 | Sole Dispositive Power 1,354,186.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
business combination financial
"following completion of the business combination through which Bioceres Group Limited became a subsidiary"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage set forth in Row 13 is calculated based on 2,080,304 ordinary shares outstanding, which consists of (i) 726,118 ordinary shares outstanding as of January 5, 2026, as reported in the Issuer's current report on Form 6-K filed with the United States Securities and Exchange Commission on December 31, 2025, and (ii) 1,354,186 ordinary shares issued to Agriculture Investment Group Corp. ("AIGC") as a result of AIGC's conversion of an aggregate amount of $9,000,000 of Preference Shares into 1,354,186 ordinary shares of the Issuer pursuant to the terms of that certain Subscription Agreement dated December 9, 2024 between AIGC and the Issuer, as amended.


SCHEDULE 13D


Agriculture Investment Group Corp.
Signature:/s/ Ignacio Rubio
Name/Title:Ignacio Rubio/CEO
Date:04/07/2026

FAQ

Who is the new controlling shareholder of Moolec Science (MLEC)?

Agriculture Investment Group Corp. (AIGC) is the new controlling shareholder of Moolec Science SA. AIGC beneficially owns 1,354,186 ordinary shares, representing 65.1% of Moolec’s outstanding ordinary shares, giving it effective control over shareholder votes and corporate decisions.

How many Moolec Science (MLEC) shares does Agriculture Investment Group own?

Agriculture Investment Group Corp. beneficially owns 1,354,186 Moolec Science ordinary shares. These shares carry a nominal value of US$0.10 per share and represent 65.1% of the company’s 2,080,304 ordinary shares outstanding as of January 5, 2026, giving AIGC sole voting and dispositive power.

What percentage of Moolec Science (MLEC) does Agriculture Investment Group control?

Agriculture Investment Group Corp. controls 65.1% of Moolec Science’s ordinary shares. This ownership level is calculated using 2,080,304 ordinary shares outstanding as of January 5, 2026, and reflects AIGC’s sole voting and dispositive power over its 1,354,186 shares.

How did Agriculture Investment Group increase its stake in Moolec Science (MLEC)?

Agriculture Investment Group increased its stake through conversion of preference shares into ordinary shares. It converted an aggregate of US$9,000,000 of preference shares into 1,354,186 ordinary shares under a Subscription Agreement dated December 9, 2024, as amended and restated on June 16, 2025.

When did Agriculture Investment Group become Moolec Science’s controlling shareholder?

Agriculture Investment Group became Moolec Science’s controlling shareholder on April 1, 2026. On that date, following partial conversion of its preference shares into ordinary shares, it held 65.1% of Moolec’s outstanding ordinary shares and obtained sole voting and dispositive power over those shares.

Does Agriculture Investment Group have specific plans for Moolec Science (MLEC)?

Agriculture Investment Group states it currently has no specific plans for major corporate actions at Moolec. It notes no present proposals for mergers, major asset sales, recapitalizations, or similar steps, but reserves the right to review and change its position or plans over time.